Carlton: I guess I'll be honest, too. You remember when Letisha suddenly stopped calling you?
Will: Yeah.
Carlton: Well, I told her you worship Satan.
Will: All right, all right, all right. Fair is fair. I'm a man. I can live with that. I can live with that.
Carlton: Wait, there's more. You notice how Ashley has been acting very funny around you lately?
Will: Yeah.
Carlton: Well, I told her you shave your legs.

Vivian: I think Geoffrey should hold onto it.
Geoffrey: Fine, and don't give it to us.
Vivian: No matter how much we insist.
Philip: Got it?
Geoffrey: I think I can handle that. I got dressed all by myself this morning.

Philip: Psst. Geoffrey, is Mrs. Banks around?
Geoffrey: I believe-
Philip: Ssh.
Geoffrey: [quietly] I believe she's in the study. Shall I get her?
Philip: No! [quietly] No, you do too much running around, as it is. I hate having you run and do everything.
Geoffrey: Mr. Banks, have you been drinking?
Philip: Of course not. You know, and I'd feel a lot better if you started calling me Phil.
Geoffrey: And I'd feel a lot better if you'd wash your own underthings.

Hilary: [answers phone] Hello? Hi, Paula. Carlton's not here. Well, who'd you want to talk to? Just a second. [to Will] It's for you. It's Paula as in Carlton's ex-girlfriend, Paula.
Will: Gee I wonder why she want to talk to me. Maybe I should just find out. [takes the phone] Hey, Paula, how are you doing? Hey, I'm really looking forward to tonight, so we can... work on some homework. Yeah, but you should probably get some rest. We might have to pull an all nighter. Talk to you later.
Ashley: Will, dating Carlton's ex behind his back isn't nice.
Hilary: Ashley's right. If Carlton finds out, he may never speak to you again. Maybe you're on to something.
Will: Hold it. First, look, number one Carlton is not even dating this girl no more. Okay? Number two, I ain't see no rings on her fingers. Okay? And number three, Denise got it going on.
Ashley: Paula.
Will: Oh, you're right. I hope that doesn't happen tonight.

Carlton: Boy, that Paula's really bad news. First, she dumps me. Now you know what she did?
Ashley: No. Hmm. Will, do you know?
Will: No, I don't know nothing. I'm just a poor Black man trying to make it in Bel-Air.
Carlton: She gave me the flu.
Will: Wait, come on, look on the bright side, Carlton. Most girls don't give you nothing.

Ashley: Will, I am not through with you. What you're doing is despicable.
Will: And what you're doing is annoying. Leave me alone. [sneezes]
Ashley: Gesundheit. Will, just a week ago, she was Carlton's girlfriend. Doesn't that mean anything to you?
Will: Yes, Ashley, it means she's having a better week.
Ashley: Well, Carlton's going to put two and two together. First, Paula had the flu, then Carlton had the flu and now you have the flu.
Will: Ashley, I think you're giving Carlton too much credit. I mean, come on, he thinks X is the movie about Malcolm-Jamal Warner's fight for freedom.

Carlton: Okay, Will, I'm on to you.
Will: Hey, look, Carlton, man, I have no idea what you're talking about.
Carlton: I'm not stupid, Will. It's all coming together. The runny nose, the watery eyes. You just couldn't keep your hands to yourself.
Will: Look, Carlton, now I know you're sick. You're probably a little delirious. You probably had one too many of them children's aspirins or something, man.
Carlton: That piece was mine.
Will: You ain't got to get all nasty.
Carlton: Well, you shouldn't have done it, Will.
Will: I know, Carlton. I'm sorry, man. I shouldn't have taken Paula out. You're right, man, but she was coming on to me. I couldn't resist, man.
Carlton: Paula? I was talking about that last piece of cheesecake.
Will: Yeah, so was I. So was I. No, see, you don't know about it. See, you ain't hip to it, right? In Philly, we name our food, right? See, like cheesecake is Paula, right? And a Snack Pack is Boomshika. [to camera] I can't see him. You can. Is he buying it?

Carlton: You backstabbing, girlfriend-stealing, piece of rubbish. Did you really expect me to believe you name your food?
Will: Hey, look, Carlton, I'm telling you, man, it ain't how it seems, man.
Carlton: Then you didn't go out with my girlfriend behind my back?
Will: Okay, that's exactly how it seems. But, hey, look, man, I didn't do it for me. I did it for you. I did it to save you from something terrible. As soon as I figure it out, I'll let you know what it is.
Carlton: Every time you've tried to hurt me, I've turned the other cheek. Well, I've run out of cheeks.
Will: Carlton, man, what are you trying to say?
Carlton: I'm trying to say that I can't trust you anymore. Look, we're no longer family. We're through. Fini. It's over.

Will: Carlton, who are you calling?
Carlton: Your mother.
Will: I know he ain't calling my mother.
Carlton: [on the phone] Aunt Vy, it's Carlton. Call me when you get home.
Will: No, Mom, don't call him.
Carlton: I want to tell you how much I hate Will's guts.
Will: He's lying, Mom. He loves me.
Carlton: No, I don't. Your little slimer's stolen my girl.
Will: Mom, you know Carlton never had no girl.
Carlton: Well, I'm glad you're out having fun 'cause I have to stay here, 'cause God only knows what else he'll steal.
Will: Give me the phone. Get off! Hey, Mom. Thanks for the sweater. Love you.

Hilary: Now, listen, as long as you're staying in my home, you have to play by my rules. No crumbs on the carpet, no hair in the sink and no dressing up in my clothes, Carlton.
Carlton: It was Halloween.
Hilary: You still haven't returned my bustier.